SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SAUTER HANS (Last) (First) (Middle) C/O FRESH DEL MONTE PRODUCE INC., PO BOX 149222 (Street) CORAL GABLES FL 33114 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FRESH DEL MONTE PRODUCE INC [ FDP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, R&D and Agriculture
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units	02/22/2019(1)		M		400(2)	A	$0	400	D
Restricted Stock Units	02/25/2019		S		95(3)	D	$27.76	305	D
Restricted Stock Units	02/21/2019		M		406(2)	A	$0	711	D
Restricted Stock Units	02/22/2019		S		97(3)	D	$27.77	614	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0(4)	02/22/2019(1)		A		2,000		(4)	(5)	Ordinary Shares	2,000	$0	2,000	D
Restricted Stock Units	$0.0(4)	02/22/2019(1)		M			400	(4)	(5)	Ordinary Shares	400	$0	1,600	D
Restricted Stock Units	(6)	02/21/2019		M			406	(6)	(5)	Ordinary Shares	406	$0	1,218	D
Performance Stock Units	$0.0(7)	02/22/2019(1)		A		2,000		(7)	(5)	Ordinary Shares	2,000	$0	2,000	D

Explanation of Responses:

1. Transaction date reflects the date on which the notification to employee of the Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) occurred.

2. Represents the number of ordinary shares that were acquired in connection with the settlement of the RSUs listed in Table II.

3. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax witholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

4. RSUs granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each RSU represents a contingent right to receive one ordinary share of FDP. The RSUs will vest in five equal annual installments on each of 2/20/2019, 2/20/2020, 2/20/2021, 2/20/2022 and 2/20/2023.

5. RSUs and PSUs do not have an expiration date.

6. RSUs granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each RSU represents a contingent right to receive one ordinary share of FDP. The RSUs vest in five equal annual installments of which three are remaining on each of 2/21/2020, 2/21/2021 and 2/21/2022.

7. PSUs are granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each PSU represents a contingent right to receive one ordinary share of FDP. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of FDP. Provided such criteria are met, the PSUs will vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2022.

Remarks:

	/s/ Marlene M. Gordon, Attorney-in-fact for Hans Sauter	03/05/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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